AS Pro Kapital Grupp in brief

Transcription

AS Pro Kapital Grupp
INTERIM REPORT 01.01. – 31.12.2012
AS Pro Kapital Grupp
INTERIM REPORT 01.01. – 30.12.2012
Table of content
Management report
CEO review
Group structure
Overview of development projects
Segments and key performance indicators
Financing sources and policies
Shares and shareholders
Legal overview and developments
People
Risks
Management Board´s confirmation of the management report
Consolidated statement of financial position
Consolidated statement of comprehensive income
Consolidated statement of cash flows
Consoldiated statement of changes in equity
2
4
6
7
8
10
11
13
13
13
13
14
16
17
18
Notes to interim financial statements
Note 1. General information
Note 2. Basis of preparation of interim financial statements
Note 3. Segment
Note 4. Property plant and equipment
Note 5. Investment properties
Note 6. Loans
Note 7. Revenue
Note 8. Cost of Goods Sold
Note 9. Administrative expenses
Note 10. Financial income and expenses
Note 11. Earnings per share
Note 12. Related parties
Note 13. Legal Disputes
19
20
21
22
24
25
26
27
27
28
28
29
30
Management Board´s confirmation of the financial statements
30
AS PRO KAPITAL GRUPP
1
INTERIM REPORT 01.01. – 31.12.2012
Pro Kapital Grupp AS (the Company) is a leading Estonian real estate company with a focus on development,
management and sale of modern large-scale retail and residential real estate in the capitals of Estonia, Latvia and
Lithuania.
The Company also owns and manages three hotels in Tallinn, Riga and Bad Kreuznach, Germany.
Since its establishment in 1994, Pro Kapital has completed 20 development projects with ca 180 000 square
meters of total saleable area.
Pro Kapital follows a conservative policy in financing the projects – a high proportion of equity and low leverage
compared to the industry average enables the company to develop the most profitable sales.
The estimated value of the investments in Pro Kapital’s current real estate portfolio is approximately 180 million
euros: 64% residential developments, 24% commercial premises and 12% hotels. (Newsec, July 2012).
2
INTERIM REPORT 01.01. – 31.12.2012
Key Figures and Main events, January 1 - December 31, 2012
-
Total revenue was 16,1 million EUR, a decrease of 8% compared to the reference period.
-
Net operating profit decreased by 52,5 mln EUR (-110%), totalling to loss of 4,7 mln EUR.
-
Net operating result (exclusive of extraordinary income from sales of Kristiine shopping centre in the amount
of 54,1 mln EUR in 2011) has decreased by 1,6 mln EUR (-24%) compared to the reference period (2012: 4,6 mln EUR; 2011: - 6,2 mln EUR)
-
Cash flow from operations was 2,4 mln EUR (2011: -19,4 mln EUR).
-
Net assets per share totalled 1,24 EUR (2011: 1,35 EUR).
-
Building licenses for Peterburi tee 2 shopping centre in Tallinn and Tallinn’s Tondi residential quarter (10
buildings in total) obtained
-
Projecting works for Peterburi tee shopping centre, Tondi residential quarter in Tallinn and Tallinnas
residential quarter in Riga continued
-
Change of hotel brand name to „PK Hotels“ implemented in August 2012
-
The trading of Company’s shares started on the secondary list of Tallinn Stock Exchange in November 2012,
the public offering of the Company’s new shares started in August 2012 had been cancelled later due to the
lack of demand at acceptable price level
-
In April 3 new independent members of supervisory Council were elected by the shareholders
-
Ms. Ruta Juzulenaite was appointed in April as a new CFO of the Company
Key Financial Figures
2012
16 078
3 328
20,7%
-4 613
-28,7%
-5 866
-36,5%
2011
17 449
1 042
6,0%
47 858
274,3%
50 102
287,1%
31.12.2012
31.12.2011
100 262
34 135
66 127
0,52
-5,49%
-8,49%
113 472
41 414
72 058
0,57
35,7%
75,1%
-0,11
1,24
0,41
1,35
Revenue, th. EUR
Gross profit, th. EUR
Gross profit, %
Operating result, th. EUR
Operating result, %
Net result, th. EUR
Net result, %
Total Assets, th. EUR
Total Liabilites, th. EUR
Total Equity, th. EUR
Debt/Equity
Return on Assets, %
Return on Equity, %
Earnings per share, EUR
Net asset value/share, EUR
3
INTERIM REPORT 01.01. – 31.12.2012
CEO Review
The year 2012 has been historically important for the Company with the start of the trading of its shares on the
secondary list of Tallinn Stock exchange on November 23. This was a result of a long preparation work and has
set the road for focusing to the launch of several large scale long-term projects. The general market situation in
Baltic capitals continued moderate recovery thorought the year maintaining stable upward trend that creates a
solid base of request for the new products both in residential and retail segment.
Development projects
Alongside with the preparations for the listing the Company worked in 2012 intensively on 3 new development
projects, Peterburg road shopping centre, first part of second stage in Tondi Quarter in Tallinn and Tallinnas
Residential Complex in Riga.
For Peterburi street shopping centre and 10 new buildings in Tondi Quarter the building licences were obtained.
The Company further proceeded actively with the negotiations for the lease of the shopping centre premises
having signed among others as mentioned in previous Interim Report the anchor tenant agreement with AS
Selver. As well there were continued the works for obtaining the detail planning of Kalaranna residential
development project.
The Company carried on preparation works for obtaining building license in Tallinnas Residential Complex in Riga
and continued the works for obtaining the detail planning of Kliversala residential development project.
In Vilnius the Company continued the projecting of the second stage of the residential quarter “Saltiniu Namai” for
obtaining the building license.
Sales and stock
Estonia
In Estonia, real estate market kept stable moderately upward trend in 2012, with both price levels and transaction
volumes increasing at a steady pace. The Company’s sellable inventory base has decrased, however, and it
continued to sell its last available inventories in Tondi and Ilmarise quarters. Real estate and rent segments in
Estonia have entered to a developmental part of the business circle, main focus and efforts being put to new
developments in Tondi Quarter and Peterburi road shopping centre. The remained sellable stock by the end of
2012 consisted in total of 10 appartments, 8 office premises and several parking places. .
Hotel segment has continued its positive performance, showing gross operational profit growth of 25% due to
decrease in operating costs in 2012 and plays significant part of operative cash flows. The occupancy rate of the
hotel has been 71% in 2012 (2011: 73%).
Latvia
In Latvia, the Company is practically out of real estate stock and is focusing on office rent segment as well as
development of Tallinna residential quarter project.
PK Hotel Riga is continuing its stable performance and accounts for 59% of overall Latvian segment revenue.The
occupancy rate of the hotel has increased to 78% in 2012 (2011: 71%).
Lithuania
In Lithuania the Company is continuing with the sales of Saltiniu Namai residential complex. The remained
sellable stock by the end of 2012 consisted in total of 46 unist (apartements, cottages and commercial premises.
4
INTERIM REPORT 01.01. – 31.12.2012
In addition, as mentioned before, the Company is working on planning the next developmental stage of the
project.
Germany
Bad Kreuznach based PK Park Inn Hotel is undergoing cost restructuring in order to improve its overall operative
performance, nevertheless showing positive net operation profit by the end of the year. The occupancy rate of the
hotel has been 53% in 2012 (2011: 60%).
Within the first quarter of 2013 the Company is continuing its regular sales activities, development works for Tondi
and Tallinas residential projects and negotiations with future tenants of Peterburi road shopping centre. The
Company will continue to explore all relevant alternatives to finance its development pipeline, including minority
co-investments into a spacific projects, financing from corporate funds as well as debt financing.
Paolo Michelozzi
CEO
Pro Kapital Grupp AS
February 15, 2013
5
INTERIM REPORT 01.01. – 31.12.2012
Group Structure
As of 31.12.2012
6
INTERIM REPORT 01.01. – 31.12.2012
Overview of development projects
Project name
Type
Location
Peterburi road
shopping centre
Retail
Tallinn
Ülemiste 5
Offices
Tondi Quarter
Ownership
Planned Volume
Classification
96%
GLA 55 000 m²
Investment property
Tallinn
100%
GLA 22 880 m²
Investment property
Residential
Tallinn
100%
NSA 83 462 m²
71 280 m² resid.
12 182 m² comm.
Inventories
Kalaranna District
Residential
Tallinn
100%
NSA 33 013 m²
27 600 m² resid.
5 413 m² comm.
Inventories
Tallinas Quarter
Residential
Riga
100%
NSA 18 845 m²
17 650 m² resid.
1 195 m² comm.
Inventories
Kliversala District
Residential
Riga
100%
NSA 49 920 m²
31 600 m² resid.
7 920 m² comm.
10 400 m² hotel
Inventories
Zvaigznes Quarter
Residential
Riga
100%
NSA 17 949 m²
11 277 m² resid.
6 672 m² comm.
Inventories
Šaltinių Namai
Residential
Vilnius
100%
NSA 22 086 m²
20 343 m² resid.
2 713 m² comm.
Inventories
NSA – Net Sellable Area, GLA – Gross Leasible Area, resid.- residential, comm.- commercial
Status of the projects:
Peterburi road shopping centre
Ülemiste 5
Tondi Quarter
Kalaranna District
Tallinas Quarter
Kliversala District
Zvaigznes Quarter
Šaltinių Namai
Building licence obtained
Detail plan adopted. Project not started
Building license for the 2nd stage obtained
Detail plan approval in process
Projecting works in process in order to apply for the building licence
Detail plan approval in process
Building licence for reconstruction of the existing building issued
1st stage completed and on sale with an exception of two more buildings
nd
what have received the building licence. 2 stage is being projected in
order to apply for the building licence
7
INTERIM REPORT 01.01. – 31.12.2012
Segments and Key Performance Indicators
The Company´s operations are spread across four geographical segments: Estonia, Latvia, Lithuania, and
Germany. In addition, the Company monitors its activities amongst business lines of real estate (sales), rental
activities, hotel operations, maintenance of real estate and other services.
Revenue structure, th. EUR, 01.01 – 31.12.2012
EST
2012
EST
2011
LV
2012
LV
2011
LT
2012
LT
2011
GER
2012
GER
2011
TOTAL
2012
TOTAL
2011
Real Estate
Rent
Hotels
Maintenance
Other
823
79
1 448
1 153
58
1 142
2 975
1 375
2 135
65
105
870
1 567
73
35
470
729
1 685
70
95
6 419
72
53
2
3 317
47
41
1
3 321
-
3 302
-
7 347
1 021
6 336
1 279
95
4 929
3 751
6 362
2 246
161
TOTAL
3 561
7 692
2 650
3 049
6 546
3 406
3 321
3 302
16 078
17 449
The Company’s operations in Estonia mainly consist of the development and sales of apartments in modern
large scale residential real estate properties, development and lease of premises in retail and office properties,
and management of cash flow generating retail, office and hotel properties.
The share of the Estonian segment as a percentage of total revenues of the Company during the reporting period
amounted 22,1% compared to 44,1% of the comparable period last year, when major part of rental and
maintenance revenue was produced by Kristiine Shopping Centre, that was sold in May 2011.
During reporting quarter, total of 5 flats, 7 parking lots and a land plot were sold and new lease agreements were
signed. From the start of the reporting year, alltogether 10 flats, 1 storage room, 11 parking lots and land plot
have been sold. At the end of reporting period stock consisting of 10 apartments, 8 office premises, 63 parking
lots was yet availabe for sale in Tallinn.
Tallinn’s PK Ilmarine Hotel has shown outstanding results, increasing its gross profit margin by 25% due to
decrease in operating costs.
New auditor was appointed to one of its Estonian daughter companies, AS Tallinna Moekombinaat, switching
from local auditor to internationally attested AS Deloitte Audit Eesti.
The Company’s operations in Latvia mainly consist of the development and sales of apartments in premium
residential real estate properties, development and lease of office properties, and management of cash flow
generating hotel properties.
The share of the Latvian segment as a percentage of total revenues of the Company during the reporting period
amounted 16,5% compared to 17,5% of the comparable period last year.
In Latvia, the Company has continued leasing ot its office premises. There are still 3 flats in stock in Latvia as for
the end of reporting period. PK Riga Hotel has significantly improved its occupancy ratios and is keeping stable
operating margin.
The Company’s operations in Lithuania mainly consist of the development and sales of apartments in premium
residential real estate properties.
The share of the Lithuanian segment as a percentage of total revenues of the Company during the reporting
period amounted 40,7% compared to 19,5% of the comparable period last year. The reason of such increase was
a bulk sale of 27 flats and 13 parking places at the beginning of 2012.
8
INTERIM REPORT 01.01. – 31.12.2012
In Lithuania 2 flats and 2 parking lots 3 underground storage rooms were sold during the reporting quarter. During
the year, 33 flats and 19 parking lost were sold. There were still 46 and 103 parking lots in stock in Vilnius at the
end of the reporting period.
The Company’s operations in Germany consist of the development and management of PK Parkhotel Kurhaus
located in Bad Kreuznach, Germany.
The share of the German segment as a percentage of total revenues of the Company during the reporting period
amounted 20,7% compared to 18,9% of the comparable period last year. The occupancy of PK Parkhotel
Kurhaus hotel has dropped somewhat during the first half of the year due to undergoing restructuring and it has
been showing trend of recovery since the second half of the year.
Sales of real estate consist of the development and sales of apartments in premium residential real estate
properties in the Baltic capitals. Lease of commercial premises includes the development and lease of premises
in retail and office properties in the Baltic capitals. Real estate management business line revenues are generated
by the management of cash flow generating retail, office and hotel properties. Other operations mainly include
provision of consulting or other services.
Other operative data, 01.01 - 31.12.2012
EST
2012
M2 sold
Average
price/m2, EUR
M2 under
maintenance
management
Occupancy rate,
hotels, %
EST
2011
LV
2012
LV
2011
LT
2012
LT
2011
GER
2012
GER
2011
TOTAL
2012
TOTAL
2011
435
979
60
309
2 822
1 641
-
-
3 317
2 929
1 593
1 534
1 759
1 523
2 188
2 238
-
-
2 102
1 927
52 241
50 363
15 013
15 013
10 172
6 711
-
-
77 426
72 087
71,07
73,1
78,34
70,5
-
-
52,8
59,8
66,1
66,1
9
INTERIM REPORT 01.01. – 31.12.2012
Financing sources and policies
Pro Kapital Group persues conservative financing policy, targeting for high ratio of equity in its projects, as
compared to the industry stadards. Company’s goal is to use external financing in a manner to avoid interest and
loan covernant related risk during low economic periods and to have sufficient additional external financing
capacity in case attractive business opportunities occur. The Company seeks to maintain such long term debt
levels that are in reasonable proportion to growth in operations and which preserve Company’s credit standing.
During 2012 the Company has repaid 3,2 mln EUR of its bank loans.
Bank loans are predominantly of middle- term duration, maturing within one to three years. Repayment schedule
is floating in dependence on sales volumes.
The Company has signed credit line agreements of 3 mln EUR with Swedbank and 12 mln EUR with its
shareholder Svalbork Invest OÜ, to enhance its working capital flexibility. The Company is furthermore negotiating
possible debt financing of new developmental projects.
The Company has 4,2 mln EUR of bank loans to be repaid in 2013. 7,7 mln EUR of bank loans is repayable
within 2- 5 years (2014- 2017). The latter repayment schedule is floating and dependend on sales volumes.
As of December 31, 2012 the Company had 11,3 mln EUR convertible bonds (current portion: 5,1 mln EUR; long
term portion: 6,2 mln EUR).
10
INTERIM REPORT 01.01. – 31.12.2012
Shares and shareholders
As of 31.12.2012 AS Pro Kapital Grupp has issued total 53 185 422 shares with the nominal value 0,2 euros. The
registered share capital of the company is 10 637 084.40 EUR. General shareholder meeting, held on February 6,
2013, allowed the increase of share capital up to 5,32 mln EUR within coming three years.
By the shareholders decision of 13.04.2009 the share capital has been increased conditionally. By the 13.04.2012
shareholders decision the decision of the conditional share capital increase was amended and it was confirmed
the share capital is increased conditionally by 805 151.60 EUR in connection with possible conversion of the
issued convertible bonds to the shares of the Company.
Due to the start of listing on the secondary list of Tallinn Stock Exchange the Company signed in November the
market making agreement with AB Bankas Finasta.
As of 31.12.2012 there are 57 shareholders registered in the shareholders register. Many of the shareholders
registered in the shareholders register are nominee companies, which represent many bigger and smaller nonresident investors.
Shareholders holding over 5% of the shares as of 31.12.2012:
Number of
shares
Shareholders
Participation in
%
1
Clearstream Banking Luxembourg S.A. Clients
11 823 668
22,23
2
Svalbork Invest OÜ
6 840 738
12,86
3
Eurofiduciaria S.R.L.
6 828 916
12,84
4
Sueno Latino AG
4 528 531
8,51
5
A.F.I. American Financial Investments Ltd.
4 362 835
8,20
6
Anndare Ltd.
3 335 582
6,27
7
UNICREDIT BANK AUSTRIA AG
3 178 201
5,98
Participation of Member of the Management Board and the Council Members as of 31.12.2012:
Number of
shares
Participation
in %
Number of
convertible
bonds
Name
Position
Paolo Vittorio Michelozzi
CEO
0
0,00
0
Allan Remmelkoor
0
0,00
0
Emanuele Bozzone
COO
Chairman of the
Council
0
0,00
22 224
Sari Aitokallio
Council Member
0
0,00
0
Petri Olkinuora
Council Member
0
0,00
0
Pertti Huuskonen
Council Member
0
0,00
0
Giuseppe Prevosti
Council Member
4 447 597*
8,36
0
Renato Lorenzo Bullani
Council Member
133 000
0,25
0
* participation directly and through (a) UNICREDIT BANK AUSTRIA AG nominees account, (b) Zunis S.A
and (c) wife Donatella Grigioni
11
INTERIM REPORT 01.01. – 31.12.2012
Earnings per share
Earnings per share have dropped in fourth quarter by 0,02 EUR TO -0,11 EUR/share for 2012. Last year’s
earnings per share for the same period have been at high of 0,41 EUR/share profitable sales of Kristiine shopping
centre and disposal of its subsidiary in Latvia.
On November 23, 2012 the Company’s shares started trading on the secondary list of Tallinn’s stock exhcange.
The shares were trading at the price range of 2,010- 2,230 during the reporting quarter with the closing price of
2,15 EUR/share on 31 December, 2012. During the period, 107 th. of the Company shares were traded, with
their turnover amounting to 0,23 mln EUR.
Trading price range and trading amounts of Pro Kapital Grupp shares, November 23December 31, 2012
12
INTERIM REPORT 01.01. – 31.12.2012
Legal overview and developments
As of December 31, 2012, the Company had 4 pending court cases and 2 court cases where the Company was
involved as the third party.
Potentially the most significant legal dispute is held with Dutch resident Aprisco B.V., with possible negative
outcome up to 1,4 mln EUR. The Company has followed conservative approach and provisioned the whole
amount. Meanwhile, court mortgage claim has been executed on basement premises located at Narva mnt. 13,
their book value as of December 31, 2012 recorded at 40 th. EUR. More detailed information is presented in Note
13, Lawsuits.
The Company has appealed court’s decision and expects more positive outcome than it is actually reflected in
current financial statements.
People
At the end of 2012 the Company employed 127 people compared to 136 at the end of 2011.77 of them were
engaged in hotel and property maintenance services (84 at the end of 2011). The total remuneration cost incurred
during 2012 was 1,97 mln EUR compared to 2,23 mln EUR 2011 (included one-time premiums in amount of 0,56
mln EUR for successful sale of Kristiine Shopping Centre).
Risks
Market risk and liquidity risk are of the most significant influence on the Company. While real estate market has
demonstrated some significant fluctuations during last five years, due to its long- term orientation in business
model the Company has sucessfully survived the turbulence. The Company is further pursuing long term strategic
approach, enabling it to acquire properties for development when market is low and sell the developed properties
at the peak of business circle, thus naturally capitalising on market opportunities and hedging market risk.
Liquidity risk is managed on ongoing basis, with increased focus on working capital dynamics and needs. Both
careful roll-on basis cash planning, monitoring of development project cash flow and flexibility in everyday cash
needs contribute to effective management of liqudity risk.
Asset risks are covered by effective insurance contracts.
Management Board´s confirmation of the management report
The Management Board confirms that the management report presents a true and fair view of any significant
event, development of business activities and financial position as well as includes a description of the main risks
and doubts.
Paolo Michelozzi
Chief Executive Officer
and Chairman of the Management Board
14. February 2013
Allan Remmelkoor
Chief Operating Officer
and Member of the Management Board
14. February 2013
13
INTERIM REPORT 01.01. – 31.12.2012
(Th. EUR)
Notes
31.12.2012
31.12.2011
ASSETS
Current Assets
Cash and cash
equivalents
Current receivables
Inventories
707
3 198
48 191
8 637
2 865
53 186
Total Current Assets
52 096
64 688
164
464
152
370
21 161
26 089
288
48 166
21 863
26 111
288
48 784
100 262
113 472
Non-Current Assets
Non-current receivables
Deferred tax assets
Property, plant and
equipment
Investment property
Intangible assets
Total Non-Current Assets
4
5
TOTAL ASSETS
The accompanying notes are an integral part of these interim financial statements.
14
INTERIM REPORT 01.01. – 31.12.2012
Notes
31.12.2012
31.12.2011
6
11 692
652
1 926
102
2 035
16 407
14 002
838
1 791
95
1 091
17 817
6
15 706
33
1 858
131
17 728
34 135
21 462
0
1 962
173
23 597
41 414
10 637
11 313
-1 130
10 637
11 330
-1 130
49 624
-5 869
27 693
21 931
64 575
1 552
66 127
70 461
1 597
72 058
100 262
113 472
LIABILITIES AND EQUITY
Current Liabilities
Current debt
Customer advances
Current payables
Taxes payable
Short-term provisions
Total Current Liabilities
Non-Current Liabilities
Long-term debt
Other long-term liabilities
Deferred income tax liability
Long-term provisions
Total Non-Current Liabilities
TOTAL LIABILITIES
Equity attributable to equity
holders of the parent
TOTAL LIABILITIES AND EQUITY Share capital in nominal
value
Revaluation reserve
Foreign currency differences
Retained earnings
Accumulated profits
Profit (loss) for the period
Total equity attributable to
equity holders of the parent
Non-controlling interest
TOTAL EQUITY
15
INTERIM REPORT 01.01. – 31.12.2012
Statement of comprehensive income
Notes
(Th. EUR)
2012
2011
2012 Q4
2011 Q4
3,7
16 078
17 449
2 877
3 633
8
-12 750
-16 407
-2 364
-6 903
3 328
1 042
513
-3 270
-531
-352
-82
-17
-5 403
-5 237
-465
83
Operating income
Revenue
Cost of goods sold
Gross profit
Marketing expenses
Administrative
expenses
9
Other income
Other expenses
Operating profit (loss)
Financial income
Financial expense
411
54 280
-1 139
245
-2 418
-1 875
-610
-1 172
-4 613
47 858
-1 073
-4 841
48
4 770
26
415
-1 465
-2 877
-366
-180
-6 030
49 751
-1 413
-4 606
10
10
Profit (loss) before income tax
Income tax
3
-32
351
Deferred tax
3
196
0
65
123
334
0
-5 866
50 102
-1 225
-4 272
Net profit (loss) for the period
Net profit (loss) attributable to:
Equity holders of the parent
-5 869
21 931
28 171
-1 224
-1
-4 257
-15
3
-5 866
50 102
-1 225
-4 272
- 5 869
21 931
-1 224
-4 257
3
28 171
-1
-15
(0,11)
(0,11)
0,41
0,41
3
Other comprehensive income
(loss), net of income tax
Comprehensive income (loss)
for the period
Equity holders of the parent
Earnings per share (EUR)
Diluted earnings per share (EUR)
11
11
(0,02)
(0,02)
16
INTERIM REPORT 01.01. – 31.12.2012
(0,08)
(0,08)
Statement of cash flows
Notes
(Th. EUR)
Profit (loss) for the period
Adjustments:
Depreciation charge for the period
Amortisation charge for the period
Loss from change in fair value of investment
property
Profit from sale of investment property
Loss from sale of property, plant and equipment
Interest income
Profit from sales of ownership in subsidiaries
Interest expenses
Non-monetary transactions
Change in:
Current receivables
Inventories
Customer advances
Current payables
Taxes payable
Short-term provisions
Other long-term liabilities
Deferred income tax liability
Long-term provisions
Other changes
Cash used in operating activities
3,4
5
10
10
Additions to fixed assets
Additions to investment property
Proceeds from sale of investment property
Proceeds from sale of tangible assets
Proceeds from sale of subsidiaries
Acquisition of subsidiaries
Interests collected
Cash from (used in) investing activities
4
5
Proceeds from convertible bonds
Proceeds from loans / debt
Repayment of loans / debt
Interests paid
Cash used in financing activities
Net change in cash and cash equivalents
Opening balance
Closing balance
2012
2011
-5 866
50 102
811
8
572
19
1 025
-2
2
-28
0
1 433
-175
331
-54 057
0
-1 514
-2 736
3 097
-1 081
-333
4 995
-186
135
7
944
33
-104
-42
-252
2 405
6 697
5 550
-514
-1 857
-83
-3 093
0
1 543
7
-22 377
-19 394
-73
-1 025
25
3
0
-9
28
-1 051
-40
-332
104 997
0
6 323
-22 825
7 641
95 764
0
566
-8 417
-1 433
-9 284
-7 930
1 905
2 843
-70 578
- 3 097
-68 927
7 443
8 637
707
1 194
8 637
17
INTERIM REPORT 01.01. – 31.12.2012
Statement of changes in equity
Retained earnings
Revaluation
reserve
Foreign
currency
differences
Accumulated
profits
(losses)
Accumulated
profits
(losses)
separated
Profit (loss) for
the financial
period
Total
equity
attribut
able to
equity
holders
of the
parent
2 938
0
-1 373
111 925
-142 761
-3 455
46 355
29 390
75 745
0
0
0
0
-3 455
0
-3 455
0
0
0
0
0
0
0
0
0
0
-7 413
-7 413
393
-7 020
0
0
0
0
0
-2 097
0
0
-2 097
- 113
- 2 210
0
0
0
0
-9
0
0
0
-9
0
-9
33 992
45 089
2 938
0
-1 382
106 373
-142 761
-7 413
29 670
66 506
0
0
0
0
0
-7 413
0
7 413
0
0
0
-23 355
-45 089
-2 938
0
0
71 382
0
0
0
0
0
0
0
0
0
0
-142 761
142 761
0
0
0
0
0
0
0
11 330
0
0
0
0
11 330
0
0
0
0
0
0
0
21 931
21 931
28 171
50 102
0
0
0
0
0
112
0
0
112
-56 244
-56 132
0
0
0
0
252
0
0
0
252
0
252
NBV 31.12.2011
Transfer to retained
earnings
Profit (loss) for the
financial period
Change in interest in
subsidiaries
Foreign currency
differences
10 637
0
0
11 330
-1 130
27 693
0
21 931
1597
72 058
0
0
0
0
0
21 931
0
-21 931
0
0
0
0
0
0
0
0
0
0
-5 869
-5 869
3
-5 866
0
0
0
0
0
0
0
0
0
-48
-48
0
0
0
0
0
0
0
-17
0
-17
NBV 31.12.2012
10 637
0
0
-17
11
313
-1 130
49 624
0
-5 869
64 592
1552
66 127
Share capital
in nominal
value
NBV 01.01.2010
earnings
financial period
subsidiaries
Foreign currency
differences
NBV 31.12.2010
earnings
(Th. EUR)
Decrease in share capital
Impact of separation
Appropriation to
revaluation reserve
financial period
subsidiaries
Foreign currency
differences
Share
premium
Statutory
legal
reserve
33 992
45 089
0
36 836
70461
Noncontrolling
interest
Total equity
11 330
Note 1. General information
AS Pro Kapital Grupp (hereinafter also referred to as “the Ultimate Parent Company”) is a holding company
incorporated and operating in the Republic of Estonia. The main shareholders of the Ultimate Parent Entity are
the following:
Country of
incorporation
Share of ownership
Luxembourg
22,23%
0,00%
Svalbork Invest OÜ
Estonia
12,86%
12,86%
Eurofiduciaria S.r.l.
Italy
12,84%
11,98%
Sueno Latino AG
Liechenstein
8,51%
8,51%
A.F.I. American Financial
Investments Ltd.
Liechtenstein
8,20%
9,57%
Ireland
6,27%
41,69%
Shareholder
Clearstream Banking
Luxembourg S.A.
Anndare Ltd.
31.12.2012
Share of ownership
31.12.2011
For the purpose of comparative financial figures of these interim financial statements as at 31 December 2012,
AS Pro Kapital Grupp (hereinafter also referred to as “PKG”) is a holding company, which owns subsidiary groups
in Estonia (Pro Kapital Eesti AS), Latvia (Pro Kapital Latvia PJSC), Lithuania (Pro Kapital Vilnius Real Estate
UAB), and Germany (Pro Kapital Germany GmbH) (hereinafter also referred to as „the Group“) and whose main
fields of activity are to coordinate and control the development and implementation of the subsidiaries’ business
strategies, to administrate the Group’s financial management, business reporting, and to forward information to
investors.
For the comparative period of twelve months of 2012, these interim financial statements represent the
consolidated assets, liabilities, equity, results of operations and cash flows of the Ultimate Parent Company and
its subsidiaries (hereinafter also referred together to as “the Group”).
19
INTERIM REPORT 01.01. – 31.12.2012
Note 2. Basis of preparation of interim financial statements
Basis of preparation
In 2011, PKG disposed its operations in Ukraine and Russia:

By 14 September 2011 liquidation of subsidiary of the Ultimate Parent Company, Pro Kapital Ukraine ЗАТ
was finished. In regard of this, the business activity of the Group ended in Ukraine.

On 28 November 2011 the Ultimate Parent Company sold 100% of Pro Kapital Rus OOO shares at the
price of 10 thousand Russian roubles (292 EUR). Profit from sale of ownership amounted to 6 589 th.
EUR. In regard of this, business activity of the Group ended in Russia.
In connection with the offering of PKG shares and in order to present an economic and consistent view of the
Group business as a whole, historical financial statements for the period 1 January – 31 December 2011 have
been prepared based on the financial statements historically included in the consolidated financial statements of
AS Pro Kapital Grupp and excluding financial effect arising from sold entities, Pro Kapital Ukraine ЗАТ and Pro
Kapital Rus OOO.
These comparative financial statements for the period 1 January – 31 December 2011 are not necessarily
indicative of the consolidated financial statements that would have been prepared if the subsidiaries in Ukraine
and Russia had been disposed at an earlier date than the actual. They provide an indicative view of the Group
businesses’ historical operations within AS Pro Kapital Grupp.
These interim financial statements (“financial statements”) have been prepared in accordance with IFRS as
adopted in the European Union, with the exception of the following Principes :
IAS 27 requires that a group consolidates its operations as if it was a single entity. Group’s operations are
defined through existence of control that the parent company exercices over other entities (subsidiaries),
i.e. the parent company has the power to govern, directly or indirectly, the financial and operating policies
of other entities so as to obtain benefits from its activities. The comparative financial statements for the
twelve-month period ended 31 December 2011, have been compiled in line with the existance of control
over entities as of 31 December 2011 and in accordance with consolidation principes as stated in IFRS
standards.
Consequently, the comparative financial information provided does not reflect factual legal structure nor
presence of control over other entities by the Group as at 31 December 2011. The purpose for such
presentation is providing sufficiently comparable historical information about the operations of the group
entities retained after the disposal of Ukraine and Russian operations on the twelve months of 2011.
This results in deviation from IFRS 5 principles for reporting on discontinuing operations, as after applying
the IAS 27 deviation described above has lost its relevance for the context purposes.
Judgements, estimates and assumptions used in compiling interim financial statements do not differ from those
used and stated in last Annual Report (for the year 2011).
20
INTERIM REPORT 01.01. – 31.12.2012
Note 3. Segment reporting
Estonia
(Th. EUR)
2012
Revenue
Other operating income
Segment operating profit (loss)
Financial income and expense (net)
Latvia
Lithuania Germany
Total
3 561
226
-4 375
-544
2 650
41
-999
-177
6 546
19
786
-568
3 321
125
-25
-128
16 078
411
-4 613
-1 417
-4 919
0
7
-1 176
91
-10
218
10
0
-153
63
0
-6 030
164
-3
-4 912
-1 095
228
-90
-5 869
31.12.2012
Assets
Liabilities
Acquisition of non-current assets
Depreciation and amortisation
51 085
21 621
54
-157
25 926
5 772
12
-255
14 427
5 526
3
-25
8 824
1 216
4
-374
100 262
34 135
73
-811
2011
Revenue
Other operating income
7 692
54 087
3 049
92
3 406
0
3 302
101
17 449
54 280
Segment operating profit (loss)
Financial income and expense (net)
51 906
-200
-4 021
2 953
-90
-827
63
-33
47 858
1 893
Income tax
Net profit for the financial year
attributable to equity holders of the
parent
51 706
0
28 125
-1 068
331
46
-917
24
0
30
0
0
49 751
351
28 171
23 581
-787
-893
30
21 931
59 413
25 919
812
-99
26 544
6 047
9
-132
18 403
8 050
1
-10
9 112
1 398
0
-60
113 472
41 414
822
-301
Income tax
Net profit (loss) for the financial year
attributable to equity holders of the
parent
31.12.2011
Assets
Liabilities
Acquisition of non-current assets
Depreciation and amortisation
During nine months of 2012, Pro Kapital Lithuanian segment sold 4 535 th. EUR worth real estate properties (both
residential, commercial and parking lots) to UAB Colosseum Real Estate Vilnius, which is a related party, in a bulk
deal. Related party information is further disclosed in Note 12.
21
INTERIM REPORT 01.01. – 31.12.2012
Note 4. Property, plant and equipment
As of 31 December 2011 Group’s land and buildings was valued into their fair value based on the valuation of
independent expert. The valuation, which conforms to International Valuation Standards, was performed by
independent real estate appraiser SIA Newsec Valuation LV and was determined by reference to discounted cash
flow method. Current market conditions (at the moment the valuation was performed) were used as assumptions
for the valuations performed.
Based on independent appraiser’s valuation, following fair value adjustments were performed as of
31 December 2011 (th. EUR):
Carrying amount
31.12.2011
Pulkvieza Brieza 11, Riga
Põhja pst. 21, 21a, 21b-1, Tallinn
Põhja pst.21c, Tallinn
1 795
3 602
198
Fair value
31.12.2011
Fair value
31.12.2012
6 070
6 100
268
5 880
5 975
255
Revaluation reserve (accounted for under equity) was formed to account for revaluation differences.
Independent real estate appraiser Newsec Valuations EE has carried out property valuations on January, 2013.
However, as the values determined by independent appraiser have not been significantly (over 3% different) from
the balance sheet value of properties, no upward fair value adjustment has been deemed necessary by the
Company’s management.
(Th. EUR)
Cost 01.01.2011
Land and
buildings
Machinery
and
equipment
13 731
1 315
0
12
0
Sold
Written off
Other
tangible
assets
Prepayments
2 194
Total
0
17 240
27
0
39
0
399
0
399
0
-6
-3
0
-9
0
-9
-224
0
-233
12 878
0
0
0
12 878
-1 955
0
0
0
-1 955
-2 807
0
0
0
-2 807
0
0
-14
0
-14
57
15
15
0
87
21 904
1 327
2 394
0
25 625
0
19
51
3
73
Sold
0
-17
0
0
-17
Written off
0
-43
-73
-3
-119
Additions:
Acquired
Acquired in business
combination
Disposals:
Application of revaluation model:
Fair value gain
Reversal of accumulated
depreciation
Other changes:
Reclassified to/from inventories
Reclassified to/from investment
property
Foreign currency differences
Cost 31.12.2011
Additions:
Acquired
Disposals:
22
INTERIM REPORT 01.01. – 31.12.2012
Other changes:
Reclassification to inventories
0
0
45
0
45
Reclassification
0
-65
65
0
0
Cost 31.12.2012
21 904
1 221
2 482
0
25 607
Accumulated depreciation
01.01.2011
2 446
673
2 072
5 191
415
109
53
577
0
0
235
235
-1 955
0
0
-1 955
Sold
0
-2
-4
-6
Written off
0
-9
-209
-218
-100
0
0
-100
0
0
-9
-9
29
8
10
47
835
779
2 148
3 762
620
150
41
811
Additions:
Depreciation
charge for the
period
Acquired in
business
combination
Application of revaluation model:
Reversal of
accumulated
depreciation
Disposals:
Other changes:
Reclassified
Reclassified to/from
inventories
Reclassified to/from
investment property
Foreign currency
differences
31.12.2011
Additions:
Depreciation
charge for the
period
Disposals:
-12
Sold
-12
Written off
-42
-73
-115
-57
57
0
818
2 173
4 446
Other changes:
Reclassified
31.12.2012
1 455
23
INTERIM REPORT 01.01. – 31.12.2012
Note 5. Investment property
31.12.2012
(Th. EUR)
31.12.2011
Investment property held for increase in value
Investment property held for earning rentals
26 001
88
26 023
88
Total
26 089
26 111
NBV 01.01.2011
Investment
property held
for increase
in value
Investment
property held
for earning
rentals
Total
26 132
468
26 600
332
0
332
-110
-380
-490
-331
0
-331
26 023
88
26 111
1 025
0
1 025
-22
0
-22
Additions:
Acquired
Disposals:
Written off
Changes in fair value:
Gain/loss from change in fair value
NBV 31.12.2011
Additions:
Acquired
Disposals:
Written off
Changes in fair value:
Gain/loss from change in fair value
-1 025
0
-1 025
NBV 31.12.2012
26 001
88
26 089
As of 31 December 2011 assessing the fair value of investment property the management of the Group was
based on valuation reports of independent real estate appraisers. The valuation, which confirms to International
Valuation Standards, was in majority determined by reference to recent market transactions and arms’ length
term. In few instances where appropriate also discounted cash flow method was used in determination of fair
value of Group’s investment property.
On January 2013 Group’s investment properties were upraised by independent real estate expert Newsec
Valuations EE. The appraiser determined no significant changes in the value of investment properties,
consequently, the management of Group decided to state the value of investment properties unchanged since 31
December 2012.
Fair value adjustment of 1 025 th. EUR comes from change in methodology.
The rental income and the corresponding direct expenses from the described investment property were the
following:
(Th. EUR)
Rental income
Direct operating costs:
Maintenance
24
2012
2011
35
12
72
81
INTERIM REPORT 01.01. – 31.12.2012
Note 6. Loans
(Th. EUR)
Current debt, financial institutions
31.12.2012
4 237
31.12.2011
4 402
7 695
4 153
11 272
27 357
10 190
9 600
11 272
35 464
Non-current debt, financial institutions
Non- current debt, related parties
Convertible debt
Total
Creditor
31.12.2012
31.12.2011
CCY
Swedbank AS (EE)
1 731
2 141
EUR
Swedbank AS (EE)
605
605
EUR
Swedbank AS (EE)
566
0
EUR
AS Swedbank (LV)
4 284
4 623
EUR
“Swedbank” AB (LT)
4 736
7 200
EUR
Interest %
2% + 6m
Euribor
2,5% + 6m
Euribor
1,95%+ 6m
Euribor
3,0% + 3m
Euribor
2,4% + 6m
Euribor
10
23
EUR
5,1%
Volksbank Bad Kreusnach
Svalbork Invest, related party
Convertible debt- various
shareholders
4 153
9 600
EUR
5,0%
11 272
11 272
EUR
7%
Total
27 357
35 464
31.12.2012
13 500
13 857
0
27 357
(Th. EUR)
Due within 1 year
Due between 2 to 5 years
Due after 5 years
Total
Carrying value of the
pledged assets
(Th. EUR)
Beneficiary
31.12.2011
25 274
10 190
0
35 464
Collateral description
31.12.2012
31.12.2011
Swedbank AS (Estonia)
Kalaranna 1, Tallinn
Ülemiste Road 5, Tallinn
4 927
1 700
4 927
1 700
Seebi 24a/ Tondi 53b, Tondi
49a, 51d, 51f, 53, 53a, 53c, 55b,
57, Tammsaare Road 56/58,
Tallinn
8 425
8 410
Põhja Avenue. 23, Jahu 1,
Tallinn
1 084
1 205
24 300
1 781
5 975
24 300
1 781
6 037
AS Swedbanka (Latvia)
Peterburi Road 2, Tallinn
Tondi 51, Tallinn
Põhja Avenue 21a, 21b, 21
(703/6962), Tallinn
Pulkveza Brieza St. 11, Riga
5 880
6 070
AS Swedbanka (Latvia)
Swedbank AB (Lithuania)
Trijadibas St.5, Riga
Aguonu str.10, Vilnius
8 869
11 900
8 869
17 772
74 841
81 071
Total
25
INTERIM REPORT 01.01. – 31.12.2012
As of 31 December 2012, obligations connected to collaterals of Kalaranna 1, Ülemiste Road 5, Seebi 24a/
Tondi 53b, Tondi 49a, 51d, 51f, 53, 53a, 53c, 55b, 57, Tammsaare Road 56/58 and Peterburi Road 2 (all of the
properties located in Tallinn) have been fully repaid.
In addition to guarantee letters related to loans of the Group, AS Pro Kapital Grupp has issued guarantee letters
as follows:

To Hotel Blijdorp B.V. to assure the rental liabilities to Serval S.r.l. related to the hotel, located in
Rotterdam, rental agreement concluded between Serval S.r.l. and Hotel Blijdorp B.V. The guarantee
letter is only to assure the rental payments in amount up to 2 300 Th. EUR (31 December 2012);

To AS Swedbank (Latvia) to assure the potential liability of Klīversala RE SIA, an entity belonging to Pro
Kapital Latvia subsidiary group, in the amount of 8 002 Th. EUR (5 681 334 LVL), as AS Swedbank
(Latvia) has issued a guarantee letter in the same amount to VAS „Privatizācijas aģentūra” to assure the
investment liabilities related to contract concluded between Klīversala RE SIA and VAS „Privatizācijas
aģentūra” (31 December 2012).

To Swedbank AS (Latvia) to assure loan liabilities of SIA Investhotel in the amount of 4 284 th. EUR as
of 31 December 2012.

Guarantee letter to Kristiine Keskus OÜ to secure (jointly with Pro Kapital Eesti AS) possible claims
against Täismaja AS arising from a loan contract concluded between Pro Kapital Eesti and Täismaja AS
on 9 March 2004. The guarantee letter is limited to maximum amount of potential claim. The guarantee
is effective for 72 months from concluding sales- purchase agreement, i.e. until 2 May 2017.

As AS Swedbank (Estonia) to assure loan liabilities of AS Tondi Kvartal that amounted to 605 th. EUR
as of 31 December 2012

To Swedbank AB (Lithuania) to assure loan liabilities of UAB PK Invest in the amount of 4 736 th. EUR
as of 31 December 2012.
Note 7. Revenue
(Th. EUR)
Revenue from sales of real
estate
Rental revenue
Hotel operating revenue
Other services
Total
2012
2011
7 347
1 021
6 336
1 374
16 078
4 929
3 751
6 362
2 407
17 449
26
2012 Q4
679
2011 Q4
1 657
270
1 833
95
2 877
137
1 839
0
3 633
INTERIM REPORT 01.01. – 31.12.2012
Note 8. Cost of goods sold
(Th. EUR)
Cost of real estate
sold
Cost of providing
rental services
Cost of hotel
operations
Cost of other services
Total
(Th. EUR)
Staff costs
Depreciation charge
Impairment of tangible and intangible
assets
Inventory write-offs
Maintenance costs
Other
Total

2012
2011
6 059
7 701
858
1 809
3 568
2 265
12 750
3 731
3 166
16 407
2012 Q4
2011 Q4
705
4 765
138
518
821
751
700
2 364
869
6 903
2012
1 329
379
2011
1 859
512
2012 Q4
380
-149*
2011 Q4
685
225
66
0
2 379
8 597
12 750
1 116
13
3 454
9 453
16 407
66
0
665
1 402
2 364
1 095
3
386
4 509
6 903
Recalculation of depreciation due to change to fair value method for tangible assets
Note 9. Administrative expenses
Administrative expenses
(Th. EUR)
Staff costs
Depreciation charge
Amortisation charge
Other
Total
2012
2 354
433
8
2 608
5 403
2011
2 600
276
8
2 353
5 237
27
2012 Q4
535
108
6
490
1 139
INTERIM REPORT 01.01. – 31.12.2012
2011 Q4
282
22
3
158
465
Note 10. Financial income and expenses
Financial income
(Th. EUR)
Interest income
Income arising from transactions
with participations in subsidiaries
2012
28
2011
1 986
2012 Q4
6
2011 Q4
408
0
2 750
0
0
1
19
48
28
6
4 770
19
26
1
6
415
Financial expenses
(Th. EUR)
Interest expenses
Foreign currency loss
2012
1 433
15
2011
2 770
29
2012 Q4
358
4
2011 Q4
156
13
Other financial expenses
Total
17
1 465
78
2 877
4
366
11
180
Gain from foreign currency
translation
Other financial income
Total
1
Note 11. Earnings per share
Earnings per share are calculated by dividing the net profit (loss) for the period with the weighted average
number of shares in the period:
Average number of shares:
In period 01.01.2012 - 31.12.2012
(53 185 422 x 9/9) = 53 185 422
In period 01.01.2011 - 31.12.2011
(53 185 422 x 9/9) = 53 185 422
Indicative earnings per share (in EUR):
01.01- 31.12.2012
(5 869 thousand)/53 185 422=(0,11)
01.01- 31.12.2011
21 931 thousand/53 185 422= 0,41
Indicative changes in earnings per share during 01.07.2012- 30.09.2012
01.10- 31.12.2012
(1 224 thousand)/53 185 422=(0,02)
01.10- 31.12.2011
(4 257 thousand/53 185 422= (0,08)
The convertible bonds issued did not have a dilutive effect on earnings in 2012 and 2011, therefore they have
not been included in the calculation of the diluted net gain (loss) per share and the diluted gain (loss) per share
equals the net gain (loss) per share indicator.
On the general meeting of shareholders held on February 6, 2013 it has been decided that the Company can
increase its share capital up to 5,32 mln EUR in coming three years. For the date of preparation of interim report,
the Company has not passed decision to issue new shares.
28
INTERIM REPORT 01.01. – 31.12.2012
Note 12. Transactions with related parties
Transactions with related parties are considered to be transactions between the entities within the consolidated
Group, its shareholders, the members of the Supervisory Council and the Management Board, their families and
the companies in which they hold majority interest or have significant influence.
Transactions with related parties
(Th. EUR)
Significant owners and owner related companies
Goods and services sold
Goods and services purchased
Interest income earned
Received interest (-)
Issued loans
Granted claims
Acquisition of shares in subsidiaries
Issued convertible bonds
Salaries and bonuses paid to management
2012
2011
2012 Q4
2011 Q4
4 703
22
16
0
475
19 927
0
0
851
458
87
1 662
0
478
23 412
9
3 062
1 155
57
0
2
0
0
0
0
0
157
239
25
626
0
0
0
0
0
185
Receivables from related parties
(Th. EUR)
Current receivables from related parties
Total
Payables to related parties
(Th. EUR)
Payables to related parties
Total
Holdings in the Ultimate Parent Company
Members of the Council and individuals related
them
31.12.2012
31.12.2011
492
492
516
516
31.12.2012
31.12.2011
4 153
4 153
9 520
9 520
31.12.2012
31.12.2011
8,36%
8,61%
Furthermore, 22 224 pieces of convertible bonds are held by the members of the council.
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.
No expense has been recognized in the current or prior periods for bad or doubtful debts in respect of the
amounts owed by related parties. The Group has been provided loans to related parties at rates comparable to
the average commercial rate of interest. The loans to related parties are unsecured.
29
INTERIM REPORT 01.01. – 31.12.2012
Note 13. Lawsuits
Ultimate parent company
As of 31.12.2012 the AS Pro Kapital Grupp had two pending court cases.
On 27.05.2010 Aprisco B.V filed a case to Rotterdam court against AS Pro Kapital Grupp related to the guarantee
letter with what AS Pro Kapital Grupp assures the rental liabilities of the Serval S.r.l (former Domina Hotel Group
Spa, a former group company) arising from the rental agreement of the Rotterdam hotel, concluded on
04.08.2006 between Serval S.r.l and Hotel Blijdorp B.V.
In 2007 Aprisco B.V acquired the hotel that was managed by subsidiary of Serval S.r.l and the rental agreement
with Serval S.r.l was transferred to Aprisco B.V. Serval S.r.l has not fulfilled the rental obligations to Aprisco B.V,
therefore Aprisco B.V claims the payments according to the guarantee letter from AS Pro Kapital Grupp.
Aprisco has filed alternative claims to the court. Firstly, Aprisco B.V claims the payment of caused loss in the
amount of 2 300 thousand euros or in the amount stated by the court. As an alternative claim, Aprisco B.V claims
overdue rental payments in the amount of 904 thousand euros with accumulated interest for default or in the
amount of 504 thousand euros with accumulated interest for default. On 31.08.2011 Aprisco B.V changed its
claim and claims the payment of caused loss in the amount of 2 300 thousand euros with accumulated interest for
default, or in the amount stated by the court. As an alternative claim, Aprisco B.V claims overdue rental payments
in the amount of 1 776 thousand euros and accumulated interest for default or in the amount of 1 409 thousand
euros and accumulated interest for default.
On 04.07.2012 Rotterdam City Court made a decision and awarded Aprisco B.V claim in the amount of
1 409 265,2 EUR to be paid, the sum to be increased by default interest.
The Management Board of AS Pro Kapital Grupp does not agree with the court decision. The Management Board
of AS Pro Kapital Grupp does not recognize the claim. AS Pro Kapital Grupp has appealed the decision on
11.09.2012. As of 31.12.2012 the appeal is pending.
Nevertheless, to keep in line with the Company’s conservative policies, the provision has been formed for the
maximum amount of the claim 1 409 thousand euros as of 30.06.2012 so the potential negative outcome of the
dispute shall not have a significant impact on AS Pro Kapital Grupp income statement.
On 06.08.2012 Aprisco B.V has filed the application to the Harju County Court for the recognition and
enforcement of the Rotterdam City Court decision of 04.07.2012. AS Pro Kapital Grupp rejects the application of
Aprisco B.V. as the Rotterdam City Court decision of 04.07.2012 has been appealed and the decision is not in
force and final, thus can’t be deemed enforceable in Republic of Estonia in the opinion of AS Pro Kapital Grupp.
On 17.01.2013 Harju County court decided to suspend the proceeding until the Rotterdam City Court decision is
final. Aprisco B.V. has appealed the Harju County court decision of suspending the proceedings. Currently the
appeal is pending.
Aprisco B.V also applied for the court mortgage to be set on AS Pro Kapital Grupp real-estate assets located at
Narva road 13a to secure their claim arising from the Rotterdam City Court decision of 04.07.2012. On
27.08.2012 Harju County Court made the ruling in regards to the application to secure the claim of Aprisco B.V.
The court set the court mortgage in total of 807 514,56 euros on Narva road 13a real-estate properties belonging
to AS Pro Kapital Grupp.
Pro Kapital Estonia sub-group
As of 31.12.2012 the parent company of Pro Kapital Estonia sub-group and its subsidiaries did not have any court
cases. AS Täismaja is involved in one law suit as a third party.
30
INTERIM REPORT 01.01. – 31.12.2012
Pro Kapital Latvia sub-group
As of 31.12.2012 the Pro Kapital Latvia sub-group had one pending court case and one court case in which the
sub-group subsidiary is involved as third party.
During August – October 2007 the Tax Board audited the VAT accounting of Pro Kapital Latvia PJSC for the
period from January 2005 to December 2006. As a result the Tax Board found that the company’s loss should be
60 thousand Latvian latts smaller (approx. 86 thousand euros). The Company disputed the decision. The trial
court left the claim unsatisfied. The company appealed, but on 28.09.2012 the Administrative Regional Court
decided to reject the claim. The Company has submitted the cassation to the Supreme Court. Case is pending.
Italian citizen Mr. Antonio Sugaroni Ziemelu has started litigation against maintenance company (not belonging to
Pro Kapital group of companies) claiming personal damages in amount of LVL 4’945,09 on the basis that he was
walking through the street near the building at Pulkveza Brieza 11, Riga and was injured by the snow and ice
falling from the roof of the building. Group company LLC Hotel Management Services is involved in the
proceeding as third party (not defendant).
Pro Kapital Vilnius sub-group
As of 31.12.2012 the entities of Pro Kapital Vilnius sub-group have two pending court cases.
UAB “Natalex” has filed a claim in the amount of 166 thousand Lithuanian litas (approx. 48 thousand euros), plus
interest 6% for return of the prepayment under an apartment sale contract. Group company PK Invest UAB found
that UAB “Natalex” had breached the contract and the prepayment has been set-off with the penalty against UAB
“Natalex”. In April 2012 the court rejected UAB “Natalex” claim. UAB “Natalex” has appealed court decision.
In February 2012, UAB "Gatvių statyba" submitted the claim to the Vilnius district court requesting for LTL 197
thousand Lithuanian litas (approx. 57 thousand euros), plus 8,06 % interest, for the performed works in Saltiniu
Namai. Group company PK INVEST UAB did not agree with the claim because the works were performed unduly
and the deficiencies were recorded by the parties in writing.
In 2012 PK Invest has won the appeal court case against “Apskaitos ir Mokesciu sistemos” and will keep the
deposit of LTL 59’990,35 and litigation cost of LTL 7000 will be covered to PK Invest.
PK Hotel Management Services GmbH
As of 31.12.2012 PK Hotel Management Services GmbH (former Domina Tourismus GmbH) did not have any
legal disputes.
During the reporting period it had 5 pending labor court cases, 4 of which are new cases due to the termination of
the cleaning department of the hotel.
During the reporting period the Company won 4 labor court cases initiated by the former employees of the
cleaning department and the conclusion of the court was that the termination of the employment contracts in
those cases was according to law.
During the reporting period the Company also settled a labor court case with sales-manager of the hotel.
Settlement was mutually beneficial.
31
INTERIM REPORT 01.01. – 31.12.2012

AS Pro Kapital Grupp in brief

Transcription

Similar documents

Registration Form COFRET ` 10

Business Zone Brinje – Križpolje

OPENINGS - Minetti S.p.A.

Pro-SuITe™ TeST LIKe A Pro! DoCuMeNT LIKe A Pro! LoAD DATA

Circular No 1

CRUISE IN THE CARIBBEAN

Experience the Freedom! - Custom Quick Release Pins

WHY THE YAKTRAX PRO WORKS

OCtOber 15 - Animals inside out

COSTA GARRAF, SITGES Apartamento